TORONTO, CANADA, June 20 2023 - WonderFi Technologies Inc. (TSX: WNDR) (OTCQB: WONDF) (WKN: A3C166) (the "Company" or "WonderFi") is pleased to announce the results of its annual general and special meeting of shareholders (the "Meeting") held virtually on Tuesday, June 20, 2023.
Shareholders of the Company approved all the resolutions detailed in the joint management information circular of the Company, Coinsquare Ltd. ("Coinsquare") and CoinSmart Financial Inc. ("CoinSmart") dated May 12, 2023 (the "Circular"), and presented at the Meeting, namely:
- Approving the issuance of Company shares in connection with the transaction (the "Transaction") contemplated in the business combination agreement between the Company, Coinsquare, and CoinSmart dated as of April 2, 2023, as amended ("BCA") and the Coinsquare and CoinSmart plans of arrangement described therein;
- Approving the repricing of certain existing Company stock options, and certain new Company stock options to be issued in exchange for certain stock options of Coinsquare and CoinSmart;
- Approving the issuance of Company shares to Halpern & Co. for consulting services rendered, conditional upon the completion of the transaction described in the Circular and at the Company's election;
- Approving the issuance of Company shares to members of, or advisors to, the steering committee of WonderFi, CoinSmart and Coinsquare in consideration for their services;
- Approving the WonderFi voting agreement dated April 2, 2023, and more fully described in the Circular;
- Appointment of Raymond Chabot Grant Thornton LLP as Auditor of the Company for the ensuing year and authorizing the directors to determine their remuneration;
- Setting the number of directors and electing all persons that stood for nomination to the board of the Company;
- Setting the number of directors and electing all persons that stood for nomination to the board of the Company that are subject to and conditional on the completion of the Transaction;
Each of the nominees were elected as directors of WonderFi. The voting results for the election of the directors are as follows:
Election of Directors
- Dean Skurka: 70,043,454
- Ameer Rosic: 68,938,675
- Karia Samaroo: 68,866,727
- Christopher Marsh: 71,760,970
- Jordan Fiksenbaum: 71,760,920
Election of Directors conditional on the completion of the Transaction
- Dean Skurka: 70,010,629
- Robert Halpern: 71,618,073
- Christopher Marsh: 70,675,771
- Nicholas Thadaney: 71,734,918
- Michael Wekerle: 71,694,595
- Jason Theofilos: 71,716,447
- Wendy Rudd: 71,645,890
- Justin Hartzman: 71,723,413
- G. Scott Paterson: 71,620,448
Final results on all matters voted at the Meeting will be filed shortly with the Canadian securities regulators and will be available on SEDAR (www.SEDAR.com).
The Company has also been informed by CoinSmart and Coinsquare that all requisite shareholder approvals required by each of them for the completion of the Transaction, as described in detail in the Circular, were obtained today at meetings of the shareholders of CoinSmart and Coinsquare, respectively.
For additional information, please contact:
President and Interim CEO
Media / Investor Relations
Binu Koshy, Communications Director
WonderFi is a leading technology company with the mission of creating better, unified access to digital assets through its two Canadian owned and operated, fully registered crypto-trading platforms Bitbuy and Coinberry. Bitbuy is Canada's first registered digital asset marketplace, boasting over 450,000 registered users, and serving both beginner and advanced traders, institutions, and corporate clients. Coinberry, with a user base of over 200,000, is designed for crypto novices and retail traders. Going forward, WonderFi is dedicated to providing its users with access to new regulated verticals designed to generate modern wealth. To learn more about WonderFi, please visit www.wonder.fi.
Forward-Looking Information and Statements
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such "could", "intend", "expect", "believe", "will", "projected", "estimated", or variations of such words. Forward-looking information contained herein includes but is not limited to: the consummation and timing of the Transaction; the satisfaction of the conditions precedent to the Transaction; timing, receipt and anticipated effects of court approvals for Coinsquare and CoinSmart and other regulatory approvals.
By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability to satisfy the conditions to complete the Transaction and to integrate the parties to the Transaction in a manner that realizes the anticipated benefits of the Transaction, the ability of the Company to work effectively with its partners and changes in general economic, business and political conditions. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein. While crypto asset trading platforms that operate in Canada are required to comply with Canadian securities law requirements, registration cannot eliminate all risks associated with crypto asset trading. Investors may wish to seek advice from a registered investment advisor about investing. A more fulsome description of risk factors that may impact our business, financial condition and results of operation is set out in the Company's press release dated April 3, 2023 in respect of the Transaction, our management's discussion and analysis and financial statements for the for the period ended March 31, 2023, as well as our annual information form, available on SEDAR.
Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.
The Toronto Stock Exchange has not approved or disapproved of the information contained in this release.